PRESIDENTIAL DECREE OF THE REPUBLIC OF BELARUS

of October 7, 2021 No. 385

About creation and activities of holdings

For the purpose of enhancement of legal status of holdings, procedure for their creation and operating conditions:

1. Determine that the holding is consolidation of legal entities (further - members of holding) in which:

1.1. one of legal entities - the commercial organization which is managing company of holding (further - managing company) owing to the available opportunity to exert impact on the decisions made by other legal entities - subsidiary companies of holding (further - subsidiary companies), on the basis:

ownerships of 25 percent and more common (ordinary) shares (share in authorized funds) of subsidiary companies;

managements of activities of subsidiary companies - the unitary enterprises and organizations created by managing company or in relation to which the managing company acquired the status of the founder (the owner of property) on other bases provided by legal acts;

the conclusions of the trust management agreement of 25 percent and more common (ordinary) shares (share in authorized funds) of subsidiary companies (further - the trust management agreement);

the conclusions of other agreement according to which the managing company acquires the rights on management of activities of subsidiary companies (further - other agreement).

National association cannot act as managing company;

1.2. the physical person owning property of the unitary enterprises, shares in authorized capitals of peasant farms, 25 percent and more common (ordinary) shares (share in authorized funds) of economic societies manages (participates in management) these subsidiary companies without formation of managing company (further - the owner).

2. The holding is not legal entity.

The subsidiary company cannot:

act as the member of other holding;

hold shares (shares in authorized fund) of managing company, to act as the pawnbroker of its shares (share in authorized fund), and also to exercise trust management of them.

In case of share transfer of subsidiary companies – joint-stock companies in trust management of managing companies the legal and actual acts provided by the agreement on trust management of these shares are performed by such managing companies without receipt of the license for implementation of professional and exchange activity on securities. The trust management agreement shall contain prohibition on implementation by managing companies of actions for alienation and pledge of the specified shares.

3. The holding is created (changes are made to the list of members of holding) according to the decision of managing company (owner). If the state unitary enterprise acts as managing company, the holding is created according to the decision of state body and other state organization subordinated to the President of the Republic of Belarus, republican state body and other state organization subordinated to the Government of the Republic of Belarus, local executive and administrative organ.

The subsidiary company is included members of holding in case of adoption of the decision on participation in holding by it.

The holding is considered created (the list of members of holding is considered changed) from the date of its registration (registration of changes in the list of members of holding) performed by the Ministry of Economics according to the procedure, established by the legislation on ministerial procedures. Application forms about registration of holding (registration of changes in the list of members of holding) and registration certificates of holding are established by the Ministry of Economics.

The managing company (the owner or person authorized by him) bears responsibility for reliability of the data specified in the documents submitted for registration of holding (registration of changes in the list of members of holding).

In case of detection of obviously false data provided to the Ministry of Economics for registration of holding (registration of changes in the list of members of holding), such registration is recognized invalid by a court decision based on the claim of bodies of the State Control Committee, prosecutor's office, internal affairs, state security, tax and other authorized bodies within their competence.

Use of words "holding", "managing company of holding", words and phrases, derivative of them, on the basis of these words in the name of the legal entity who is not the member of holding is not allowed.

Creation and activities in the territory of the Republic of Belarus of the holdings having the purpose or result monopolistic activities and (or) infringement of the rights, freedoms and legitimate interests of legal entities and physical persons, and also holdings which creation and activities contradict acts of the legislation are forbidden cause damage to sovereignty, homeland security, territorial integrity, political and economic stability of the Republic of Belarus.

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